tic-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

_________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission file number 001-42524

Acuren Corporation

(Exact name of registrant as specified in its charter)


Delaware			66-1076867
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

14434 Medical Complex Drive, Suite 100 Tomball, Texas			77377
(Address of principal executive offices)			(Zip Code)

(800) 218-7450

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

TIC

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares of the Registrant’s Common Stock outstanding as of May 9, 2025 was 121,476,215.


		Page
Part I - Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor)	2
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor)	3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 (Successor) and March 31, 2024 (Predecessor)	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2 .	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

Part II - Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Signatures		26


	Successor
	March 31, 2025	December 31, 2024
Assets
Current assets
Cash and cash equivalents	$155,739	$139,134
Accounts receivable, net	206,652	236,520
Prepaid expenses and other current assets	14,276	18,582
Total current assets	376,667	394,236
Property, plant and equipment, net	183,473	189,233
Operating lease right-of-use assets, net	30,515	30,001
Goodwill	848,977	845,939
Intangible assets, net	733,057	740,657
Deferred income tax asset	765	765
Other assets	6,826	6,908
Total assets	$2,180,280	$2,207,739
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$20,786	$13,877
Accrued expenses and other current liabilities	61,804	67,676
Current portion of debt	7,731	7,750
Current portion of lease obligations	17,607	17,028
Total current liabilities	107,928	106,331
Debt, net of current portion	744,706	747,048
Non-current lease obligations	39,541	40,753
Deferred income tax liabilities	146,431	150,672
Other liabilities	12,627	11,763
Total liabilities	1,051,233	1,056,567
Commitments and contingencies (Note 14)
Stockholders' Equity
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares issued and outstanding	—	—
Common Stock, $0.0001 par value, 121,476,215 shares issued and outstanding at March 31, 2025 and December 31, 2024	12	12
Additional paid-in capital	1,294,745	1,293,638
Accumulated deficit	(132,782)	(106,989)
Accumulated other comprehensive loss	(32,928)	(35,489)
Total stockholders' equity	1,129,047	1,151,172
Total liabilities and stockholders' equity	$2,180,280	$2,207,739


	Three Months Ended March 31,
	Successor 2025	Predecessor 2024
Service revenue	$234,215	$223,062
Cost of revenue	190,546	167,214
Gross profit	43,669	55,848
Selling, general and administrative expenses	52,458	41,854
Transaction costs	651	—
Income (loss) from operations	(9,440)	13,994
Interest expense, net	16,007	15,982
Other income, net	(1,119)	(7)
Loss before provision for income taxes	(24,328)	(1,981)
Provision (benefit) for income taxes	1,465	(710)
Net loss	(25,793)	(1,271)
Other comprehensive income (loss):
Foreign currency translation adjustments	2,561	(9,578)
Total other comprehensive income (loss)	2,561	(9,578)
Total comprehensive loss	($23,232)	($10,849)

Net loss per share:
Basic loss per Common Stock and Series A Preferred Stock	($0.21)	—
Diluted loss per Common Stock and Series A Preferred Stock	($0.21)	—
Basic loss per common share	—	($0.25)
Diluted loss per common share	—	($0.25)

Weighted average shares outstanding:
Common Stock outstanding, basic	121,476,215	5,024,802
Common Stock outstanding, diluted	122,476,215	5,024,802
Series A Preferred Stock outstanding, basic and diluted	1,000,000	—


	Successor
	Common Stock		Series A Preferred Stock
	Shares	Amount	Shares	Amount	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balances at December 31, 2024	121,476,215	$12	1,000,000	$—	$1,293,638	($106,989)	($35,489)	$1,151,172
Net loss	—	—	—	—	—	(25,793)	—	(25,793)
Share-based compensation expense	—	—	—	—	1,107	—	—	1,107
Other comprehensive income	—	—	—	—	—	—	2,561	2,561
Balances at March 31, 2025	121,476,215	$12	1,000,000	$—	$1,294,745	($132,782)	($32,928)	$1,129,047


	Predecessor
	Common Shares
	Shares	Amount	Treasury Stock	Additional Paid-In Capital	Accumulated Earnings	Accumulated Other Comprehensive Loss	Total
Balances at December 31, 2023	5,024,802	$50	($1,029)	$366,327	$17,447	($796)	$381,999
Net loss	—	—	—	—	(1,271)	—	(1,271)
Share-based compensation expense	—	—	—	897	—	—	897
Other comprehensive loss	—	—	—	—	—	(9,578)	(9,578)
Balances at March 31, 2024	5,024,802	$50	($1,029)	$367,224	$16,176	($10,374)	$372,047


Cash consideration			$1,871,642
Equity consideration			4,000
Total estimated consideration			$1,875,642
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash and cash equivalents			49,456
Accounts receivables, net			270,849
Prepaid and other current assets			9,302
Property, plant and equipment			199,760
Lease assets			27,530
Intangible assets			775,000
Other assets			13,674
Deferred tax assets			813
Accounts payable			(17,035)
Accrued expenses and other current liabilities			(76,446)
Deferred tax liabilities			(167,944)
Lease obligations			(54,900)
Other liabilities			(20,016)
Total identifiable net assets acquired			1,010,043
Goodwill			$865,599


			Three Months Ended March 31,
			Successor 2025
Basic Shares:
Numerator:
Net loss			($25,793)
Undistributed loss allocated to Series A Preferred Stock			211
Net loss available to holders of Common Stock			($25,582)

Denominator:
Weighted average Common Stock outstanding – basic			121,476,215
Weighted average Series A Preferred Stock outstanding – basic			1,000,000
Basic loss per Common Stock			($0.21)
Basic loss per Series A Preferred Stock			($0.21)

Dilutive Shares:
Numerator:
Net loss available to holders of Common Stock			($25,582)
Add back: loss allocated to holders of Series A Preferred Stock			(211)
Net loss available to holders of Common Stock			($25,793)
Denominator:
Weighted average Common Stock outstanding – basic			121,476,215
Add: dilutive securities
Stock options			—
Warrants			—
Restricted Stock Units			—
Series A Preferred Stock			1,000,000
Weighted average Common Stock outstanding – diluted			122,476,215
Weighted average Series A Preferred Stock outstanding – diluted			1,000,000
Diluted loss per Common Stock			($0.21)
Diluted loss per Series A Preferred Stock			($0.21)


			Predecessor
			Outstanding as of March 31, 2024
Tranche B Options			186,933
Tranche C Options			55,872


		Successor
	Useful Life (years)	March 31, 2025	December 31, 2024
Land		$5,955	$5,950
Buildings and leasehold improvements	25	19,440	19,308
Computer, software, and office equipment	3 – 5	2,973	2,917
Machinery and equipment	3 – 10	132,699	122,932
Vehicles	5	53,848	53,154
Construction in progress		4,654	6,878
Total property, plant and equipment		219,569	211,139
Accumulated depreciation		(36,096)	(21,906)
Property, plant and equipment, net		$183,473	$189,233


	US	Canada	Total
Balance at December 31, 2024 (Successor)	$352,288	$493,651	$845,939
Acquisitions	2,499	—	2,499
Currency adjustments	93	446	539
Balance at March 31, 2025 (Successor)	$354,880	$494,097	$848,977


	Successor
	March 31, 2025	December 31, 2024
Accounts receivable	$177,006	$216,613
Unbilled receivable	32,470	24,171
Allowance for credit losses	(2,824)	(4,264)
Total accounts receivable, net	$206,652	$236,520


		Successor
	Weighted Avg. Remaining Life (Years)	March 31, 2025			December 31, 2024
		Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
Customer relationships	14.3	$664,144	($29,412)	$634,732	$658,783	($18,298)	$640,485
Technology	4.3	4,927	(657)	4,270	4,925	(414)	4,511
Tradenames	14.3	98,430	(4,375)	94,055	98,392	(2,731)	95,661
		$767,501	($34,444)	$733,057	$762,100	($21,443)	$740,657


	Successor
	March 31, 2025	December 31, 2024
Accrued salaries, wages and related employee benefits	$31,085	$33,929
Accrued trade payables	3,583	4,143
Accrued indirect taxes	4,639	4,398
Accrued sales discounts	3,366	3,899
Accrued insurance	4,126	2,781
Income taxes payable	2,261	2,633
Other accrued expenses	12,744	15,893
Total accrued expenses and other current liabilities	$61,804	$67,676


Level 1 —						Unadjusted quoted prices in active markets that are accessible at the measurement dates for identical, unrestricted assets or liabilities.

Level 2 —						Quoted prices for markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 —						Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).


	Three Months Ended March 31,
Cash flows provided by (used in):	Successor 2025	Predecessor 2024
Operating activities	$32,792	$20,922
Investing activities	(12,213)	(34,361)
Financing activities	(5,605)	15,701
Effect of exchange rate on cash	1,631	549
Net change in cash and cash equivalents	$16,605	$2,811


Exhibit Number						Description
10.15						First Amendment to Credit Agreement, dated January 31, 2025, by and among Acuren Delaware Holdco, Inc., as the initial borrower, Acuren Holdings, Inc., as a borrower, Acuren Corporation, as holdings, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 31, 2025).
31.1*						Certification by Talman Pizzey, Chief Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification by Kristin Schultes, Chief Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certifications by Talman Pizzey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certifications by Kristin Schultes, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Lable Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SEC Form 10-Q filed by Acuren Corporation